exv10w1






Exhibit 10.1




SELL-DOWN REGISTRATION RIGHTS AGREEMENT




dated as of




December 23, 2009

by and among




TTM TECHNOLOGIES, INC.,




MEADVILLE HOLDINGS LIMITED




and




MTG INVESTMENT (BVI) LIMITED





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	1.1
	 	Definitions	 	 	1	 
	1.2
	 	Table of Definitions	 	 	3	 
	ARTICLE II REGISTRATION OF REGISTRABLE SECURITIES	 	 	4	 
	2.1
	 	Registration	 	 	4	 
	2.2
	 	Expenses	 	 	7	 
	ARTICLE III INDEMNIFICATION	 	 	7	 
	3.1
	 	Indemnification by the Company	 	 	7	 
	3.2
	 	Indemnification by Underwriters	 	 	7	 
	3.3
	 	Notices of Claims, Etc.	 	 	8	 
	3.4
	 	Contribution	 	 	8	 
	3.5
	 	Other Indemnification	 	 	9	 
	3.6
	 	Non-Exclusivity	 	 	9	 
	ARTICLE IV SELECTION OF UNDERWRITERS	 	 	9	 
	4.1
	 	Selection of Underwriters	 	 	9	 
	ARTICLE V MISCELLANEOUS	 	 	9	 
	5.1
	 	Termination	 	 	9	 
	5.2
	 	Amendments; Waivers	 	 	10	 
	5.3
	 	Successors and Assigns	 	 	10	 
	5.4
	 	Notices	 	 	10	 
	5.5
	 	Headings	 	 	11	 
	5.6
	 	Severability	 	 	11	 
	5.7
	 	Counterparts	 	 	11	 
	5.8
	 	Entire Agreement	 	 	12	 
	5.9
	 	Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury	 	 	12	 
	5.10
	 	Specific Performance; Injunctive Relief	 	 	13	 
	5.11
	 	Interpretation	 	 	13	 
	 
	 	 	 	 	 	 
	Exhibit A — Plan of Distribution
	 	 	A-1	 







 









 








SELL-DOWN REGISTRATION RIGHTS AGREEMENT




     This
REGISTRATION RIGHTS AGREEMENT, dated as of December 23, 2009 (this
“Agreement”), is by and among TTM Technologies, Inc., a Delaware corporation (together with
any successor entity thereto, the “Company”), Meadville Holdings Limited, an exempted
company incorporated under the laws of the Cayman Island with limited liability (the “Seller
Parent”), MTG Investment (BVI) Limited, a corporation organized under the laws of the British
Virgin Islands (the “Seller”) and a wholly owned subsidiary of Seller Parent. The Company,
Seller and Seller Parent are sometimes referred to herein as a “Party” and collectively as
the “Parties.”



RECITALS




     WHEREAS, pursuant to the transactions contemplated by that certain Stock Purchase Agreement,
dated November 16, 2009 (as it may be amended and supplemented from time to time, the
“Transaction Agreement”), between the Company, Seller Parent, Seller, and the other parties
named therein, and pursuant to certain agreements and arrangements ancillary thereto, the Company
will issue to Seller Parent, as designee of Seller, shares of Common Stock (as defined below) on
the closing date of the transaction contemplated therein (the “Closing Date”);



     WHEREAS, Seller Parent is expected to distribute by way of dividend, within 25 days of the
Closing Date approximately 26,233,000 shares (as may be adjusted pursuant to Section 2.6 of the
Transaction Agreement) of such Common Stock to Mr. Tang (in his personal capacity and in his
capacity as trustee of the The Mein et Moi Trust), TMIL, SSL, with Mr. Tang (in his personal
capacity and in his capacity as trustee of the The Mein et Moi Trust) and TMIL directing the Common
Stock entitled to be received by Mr. Tang and TMIL to be registered in the name of SSL (the date of
such distribution, the “Effective Date”) and the remaining shares of the Common Stock
are, depending upon the election of the other shareholders of Seller Parent (such shareholders, the
“Independent Shareholders”) expected to (A) either be distributed by way of dividend on the
Effective Date to such Independent Shareholders which elect to receive such distribution in Common
Stock; or (B) be sold by the Seller Parent or one of its subsidiaries in one or more transactions
registered under the Securities Act (the “Sell-Down”), with the proceeds of sales of such
shares of Common Stock (“Sell-Down Shares”) being distributed by way of dividend to such
Independent Shareholders which elect to receive such proceeds in the form of cash;



     WHEREAS, it is a condition precedent to the closing of the transactions contemplated by the
Transaction Agreement that the parties hereto execute and deliver this Agreement to enable the sale
of the Sell-Down Shares in the Sell-Down.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Company desires to provide to each Holder (as defined below) upon receipt of
Sell-Down Shares, the right to register the Registrable Securities (as defined below) held by them
under the Securities Act (as defined below) on the terms and subject to the conditions set forth
herein.



ARTICLE I

DEFINITIONS




     1.1 Definitions. As used in this Agreement, the following capitalized terms shall have
the following respective meanings:



     “Action” means any action, suit, arbitration, inquiry, proceeding, or investigation by
or before any governmental entity.



 









 





     “Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such specified Person, and, with respect to a natural Person, shall also include the
spouse and minor children of such natural Person who share a household with such natural Person,
together with any other Person controlled by them and any revocable trust settled by them or any
trust of which such Person is a trustee.



     “Authority” means any domestic (including federal, state, or local) or foreign court,
arbitrator, administrative, regulatory, or other governmental department, agency, official,
commission, tribunal, authority, or instrumentality, non-government authority, or Self-Regulatory
Organization.



     “Common Stock” means the common stock of the Company, US$0.001 par value per share.



     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended,
and all rules and regulations promulgated thereunder.



     “Excluded Expenses” means any (i) underwriting discount and commission and (ii)
transfer taxes and stamp duties, in each case applicable to Registrable Securities offered for a
Holder’s account in accordance with this Agreement.



     “FINRA” means the Financial Industry Regulatory Authority.



     “Holder” means the Seller Parent and its subsidiaries which hold Registrable
Securities from time to time.



     “Person” means any individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization or other entity, as well as any syndicate
or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended.



     “Registrable Securities” means all and any Common Stock comprising Sell-Down Shares
held from time to time by any Holder (including any securities issuable or issued or distributed
in respect of any Sell-Down Shares by way of a stock dividend or stock split or in connection with
a combination of shares, recapitalization, reorganization, merger, amalgamation, consolidation or
otherwise). For purposes of this Agreement, Registrable Securities shall cease to be Registrable
Securities when a Registration Statement covering such Registrable Securities has been declared
effective under the Securities Act by the SEC and such Registrable Securities have been disposed of
pursuant to such effective Registration Statement.



     “Registration Expenses” means all expenses in connection with or incident to the
registration of Registrable Securities hereunder, including (a) all SEC and any FINRA registration
and filing fees and expenses, (b) all fees and expenses in connection with the registration or
qualification of Registrable Securities for offering and sale under the securities or “blue sky”
laws of any state or other jurisdiction of the United States of America and, in the case of an
underwritten offering, determination of their eligibility for investment under the laws of such
jurisdictions as the managing underwriter or underwriters may reasonably designate, including
reasonable fees and disbursements, if any, of counsel for the underwriters in connection with such
registrations or qualifications and determination, (c) all expenses relating to the preparation,
printing, distribution and reproduction of any Registration Statement required to be filed
hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing Registrable Securities in a
form for delivery for purchase pursuant to such registration or qualification and the expense of
printing or producing any underwriting agreement(s) and agreement(s) among underwriters and any
“blue sky” or legal investment



2









 







memoranda, any selling agreements and all other documents approved for use in writing by the
Company to be used in connection with the offering, sale or delivery of Registrable Securities, (d)
messenger, telephone and delivery expenses of the Company and out-of-pocket travel expenses
incurred by or for the Company’s personnel for travel undertaken for any “road show” made in
connection with the offering of securities registered thereby, (e) fees and expenses of any
transfer agent and registrar with respect to the delivery of any Registrable Securities and any
escrow agent or custodian involved in the offering, (f) fees, disbursements and expenses of counsel
of the Company and independent certified public accountants of the Company incurred in connection
with the registration, qualification and offering of the Registrable Securities (including the
expenses of any opinions or “comfort” letters required by or incident to such performance and
compliance), (g) fees, expenses and disbursements of counsel and any other persons retained by the
Company, including special experts retained by the Company in connection with such registration,
(h) Securities Act liability insurance, if the Company desires such insurance, (i) transfer agents’
and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed
in connection with such offering, and (j) the fees and expenses incurred by the Company and its
advisers in connection with the quotation or listing of Registrable Securities on any securities
exchange or automated securities quotation system. For the avoidance of doubt, Excluded Expenses
shall not be “Registration Expenses.”



     “Registration Statement” means one or more registration statements under the
Securities Act on any form relating to all of the Registrable Securities to be registered for sale,
to the extent required to permit the disposition (in accordance with the intended method or methods
of distribution thereof as notified to the Company by Seller Parent) of the Registrable Securities
so registered..



     “Representatives” means with respect to any Party, the directors, officers, employees,
agents, attorneys, accountants, consultants, financial, and other advisors of such Party.



     “SEC” means the United States Securities and Exchange Commission, or any successor
thereto.



     “Securities Act” means the United States Securities Act of 1933, as amended, and all
rules and regulations promulgated thereunder.



     “Self-Regulatory Organization” means FINRA, any United States or non-United States
securities exchange, commodities exchange, registered securities association, the Municipal
Securities Rulemaking Board, National Futures Association, and any other board or body, whether
United States or non-United States, that regulates brokers, dealers, commodity pool operators,
commodity trading advisors, or future commission merchants.



     1.2 Table of Definitions. The following terms have the meanings set forth in the
Sections set forth below:



	 	 	 	 	 
	Term	 	Section
	 
	 	 	 	 
	Agreement

	 	Preamble

	Closing Date

	 	Recitals

	Company

	 	Preamble

	Delaware Courts

	 	5.9
	Effective Date

	 	Recitals

	Indemnified Parties

	 	3.1
	Indemnified Party

	 	3.1
	Parties

	 	Preamble

	Party

	 	Preamble







3









 






	 	 	 	 	 
	Term	 	Section
	 
	 	 	 	 
	Sell-Down

	 	Recitals

	Sell-Down Shares

	 	Recitals

	Seller

	 	Recitals

	Seller Indemnified Parties

	 	3.1
	Seller Indemnified Party

	 	3.1
	Seller Parent

	 	Recitals

	Transaction Agreement

	 	Recitals

	Underwriters

	 	2.1(a)






ARTICLE II

REGISTRATION OF REGISTRABLE SECURITIES




     2.1 Registration. The Company shall use reasonable efforts to effect the registration
of all of the Registrable Securities of the Holders, as soon as reasonably practicable after
Closing, but in no event later than 5 days after the Closing Date, on such form of Registration
Statement and in such a manner as shall be necessary or desirable to enable the plan of
distribution of the Registrable Securities set forth in Exhibit A attached hereto selected
by the Company, the Seller Parent, and any underwriter participating in the offer and sale of
Registrable Securities. Without limiting the generality of the foregoing, the Company shall:



          (a) prepare and file with the SEC a Registration Statement with respect to such securities and
use reasonable efforts to cause such Registration Statement to become effective as soon as
reasonably practicable after Closing, but in no event later than 5 days after the Closing Date and
to remain effective for a period of time required for the disposition of all the Registrable
Securities required to be sold by the Holders thereof but not to exceed ninety (90) days; provided,
however, that before filing such Registration Statement or any amendments or supplements thereto,
the Company shall, if requested, furnish to counsel of Seller Parent (and, if applicable, each
underwriter or prospective underwriter selected by Seller Parent, to underwrite the Sell-Down of
the Sell-Down Shares (such underwriters and (prior to effectiveness of such Registration Statement,
prospective underwriters, are referred to herein as the “Underwriters”)) copies of all documents
proposed to be filed, which documents shall be subject to the review of such counsel, and shall in
good faith consider incorporating in each such document such changes as such counsel to Seller
Parent (and the Underwriters, as applicable) reasonably and in a timely manner may suggest;
provided, however, that the Company shall not have any obligation to so modify any information;




          (b) prepare and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities covered by such Registration Statement
until the earlier of such time as all of such securities have been disposed of in a public offering
or the expiration of ninety (90) days;




          (c) furnish to such Seller Parent (and the Underwriters, as applicable) such number of
conformed copies of the applicable Registration Statement and each such amendment and supplement
thereto (including in each case all exhibits), such number of copies of the prospectus contained in
such Registration Statement (including each preliminary prospectus and any summary prospectus) and
any other prospectus, in conformity with the requirements of the Securities Act, and such other
documents, as Seller Parent (or the Underwriters, as applicable) may reasonably request;




4









 








          (d) use reasonable efforts to register or qualify the Registrable Securities or other
securities covered by such Registration Statement under such other securities or blue sky laws of
such jurisdictions within the United States and its territories and possessions as Seller Parent
(or the Underwriters, as applicable) shall reasonably request, to keep such registration or
qualification in effect until all of the Registrable Securities are sold, and to take any other
action which may be reasonably necessary or advisable to enable the Holders to consummate the
disposition in such jurisdictions of the securities owned by such Holders (provided, however, that
the Company shall not be required in connection therewith or as a condition thereto to qualify to
do business as a foreign corporation, subject itself to taxation in or to file a general consent to
service of process in any jurisdiction where it would not, but for the requirements of this
paragraph (d), be obligated to do so) and do such other reasonable acts and things as may be
required of it to enable such Holders to consummate the disposition in such jurisdiction of the
securities covered by such Registration Statement;




          (e) use reasonable efforts to furnish, on the date that the shares of Registrable Securities
are delivered to the Underwriters for sale pursuant to such registration, (1) a signed opinion
(including disclosure statement), dated such date, of the independent legal counsel representing
the Company for the purpose of such registration, addressed to Underwriters, and (2) letters dated
such date and the date the offering is priced from the independent certified public accountants of
the Company, addressed to the Underwriters, in customary form and covering such matters of the kind
customarily covered by opinions or comfort letters, as the case may be, in such a transaction;




          (f) enter into customary agreements (including if the method of distribution is by means of an
underwriting, an underwriting agreement containing representations, warranties and indemnities in
customary form) and take such other actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities;




          (g) otherwise use reasonable efforts to comply with all applicable rules and regulations
promulgated by the SEC;




          (h) use reasonable efforts to cause all such Registrable Securities to be listed on each
securities exchange or quotation system on which the Common Stock are listed or traded;




          (i) give written notice to Seller Parent (and the Underwriters):




               (i) when such Registration Statement, the prospectus or any amendment or supplement thereto
has been filed with the SEC and when such Registration Statement or any post-effective amendment
thereto has become effective;



               (ii) of any request by the SEC for amendments or supplements to such Registration Statement or
the prospectus included therein or for additional information;



               (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such
Registration Statement or the initiation of any proceedings for that purpose;



               (iv) of the receipt by the Company or its legal counsel of any notification with respect to
the suspension of the qualification of the Common Stock for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and



               (v) of the happening of any event that requires the Company to make changes in such
Registration Statement or such prospectus in order to make the statements therein, in



5









 







light of the circumstances in which they were made, not misleading (which notice shall be
accompanied by an instruction to suspend the use of such prospectus until the requisite changes
have been made);



          (j) use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of such Registration Statement at the earliest possible time;




          (k) furnish to each Holder, without charge, at least one copy of such Registration Statement
and any post-effective amendment thereto, including financial statements and schedules, and, if the
Holder so requests in writing, all exhibits (including those, if any, incorporated by reference);




          (l) upon the occurrence of any event contemplated by Section 2.1(i)(v) above, promptly prepare
a post-effective amendment to such Registration Statement or a supplement to the related prospectus
or file any other required document so that, as thereafter delivered to the Holders, the prospectus
shall not contain an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Holders in accordance with Section 2.1(i)(v) above to
suspend the use of the prospectus until the requisite changes to the prospectus have been made,
then the Holders shall suspend use of such prospectus and use reasonable efforts to return to the
Company all copies of such prospectus other than permanent file copies then in such Holder’s
possession, and the period of effectiveness of such Registration Statement provided for above shall
be extended by the number of days from and including the date of the giving of such notice to the
date the Holders shall have received such amended or supplemented prospectus pursuant to this
Section 2.1(l);




          (m) subject to the execution of confidentiality agreements satisfactory in form and substance
to the Company, pursuant to the reasonable request of Seller Parent (or the Underwriters) , make
reasonably available for inspection by representatives of Seller Parent (or the Underwriters), and
any attorney, accountant or other agent retained by such representative or any such underwriter all
relevant financial and other records, pertinent corporate documents and properties of the Company
and its subsidiaries and cause the officers, directors and employees of the Company and its
subsidiaries to supply all relevant information reasonably requested by such representative or any
such underwriter, attorney, accountant or agent in connection with the registration provided that
any such information inspected or discussions conducted shall be done in a manner so as not to
unreasonably disrupt the operation of the Company’s business;




          (n) to the extent Seller Parent (or the Underwriters) determine that the failure to do so
would have a material adverse effect on such offering, make appropriate officers and senior
executives of the Company reasonably available to the Seller Parent (and the Underwriters) for
meetings with prospective purchasers of Registrable Securities and prepare and present to potential
investors customary “road show” material in each case in accordance with the recommendations of the
underwriters and in all respects in a manner reasonably requested and consistent with other new
issuances of securities in an offering of a similar size to such offering of the Registrable
Securities;




          (o) use reasonable efforts to procure the cooperation of the Company’s transfer agent in
settling any offering or sale of Registrable Securities, including with respect to the transfer of
physical stock certificates into book-entry form in accordance with any procedures reasonably
requested by the Holders or the underwriters, if any; and




          (p) cooperate with the Seller Parent and the Underwriters and do all things and actions
necessary or desirable to effect an ordered sell down on the Sell-Down Shares by Holders through
the Underwriters.




6









 








          It shall be a condition precedent to the obligation of the Company to take any action pursuant
to this Agreement in respect of the Registrable Securities which are to be that Seller Parent shall
furnish to the Company such information regarding the Registrable Securities and the intended
method of distribution thereof as the Company shall reasonably request and as shall be required in
connection with the action taken by the Company.




     2.2 Expenses. Except as otherwise agreed or set forth herein, all Registration
Expenses shall be paid by the Company, except that Seller Parent shall bear and pay all Excluded
Expenses.



ARTICLE III

INDEMNIFICATION




     3.1 Indemnification by the Company. The Company will, and it hereby does, indemnify
and hold harmless, to the extent permitted by law, each Holder of Registrable Securities covered by
the Registration Statement, each affiliate of such Holder and their respective trustees, directors,
and officers or general and limited partners (including any director, officer, affiliate, employee,
representative, agent, and controlling Person of any of the foregoing, within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act), each other Person who
participates as an Underwriter in the offering or sale of such securities and each other Person, if
any, who controls such seller or any such underwriter within the meaning of the Securities Act
(each, a “Seller Indemnified Party”, and collectively, the “Seller Indemnified
Parties”), against any and all Actions (whether or not an Indemnified Party is a party
thereto), losses, claims, damages, or liabilities, joint or several, and expenses (including,
without limitation, reasonable attorney’s fees and reasonable expenses of investigation) to which
such Indemnified Party becomes subject under the Securities Act, common law, or otherwise, insofar
as such losses, claims, damages, liabilities, or expenses (or actions or proceedings in respect
thereof, whether or not such Indemnified Party is a party thereto) arise out of, relate to, or are
based upon (a) any untrue statement or alleged untrue statement of any material fact contained in
any such registration statement, any preliminary, final, or supplemental prospectus contained
therein, or any amendment or supplement thereto or any issuer free-writing prospectus relating to
any sale or distribution pursuant thereto, or (b) any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein (in the
case of a prospectus, in light of the circumstances under which they were made) not misleading, and
the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending against any such
loss, claim, liability, action, or proceeding; provided, that the Company shall not be
liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof), or expense arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged omission made in such
registration statement or amendment or supplement thereto or in any such preliminary, final, or
supplemental prospectus or issuer free-writing prospectus in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed by such seller
specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of the Company or any of
the prospective sellers, or any of their respective affiliates, directors, officers, or controlling
Persons and shall survive the transfer of such securities by such seller.



     3.2 Indemnification by Underwriters. The Company may require, as a condition to including
any Registrable Securities in any registration statement to which Article II applies, that the
Company shall have received an undertaking reasonably satisfactory to it from each Underwriter to
indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1)
the Company, its directors, officers, affiliates, employees, representatives, agents, and
controlling Persons (each, a “Company Indemnified Party”, and collectively, the
“Company Indemnified Parties,” and



7









 







together with the Seller Indemnified Parties, the “Indemnified Parties” and each
individually an “Indemnified Party”) with respect to any untrue statement or alleged untrue
statement in or omission or alleged omission from such registration statement, any preliminary,
final or supplemental prospectus contained therein, or any amendment or supplement, if such untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company through an instrument duly executed
by such Underwriter specifically stating that it is for use in the preparation of such registration
statement, preliminary, final, or supplemental prospectus or amendment or supplement, or a document
incorporated by reference into any of the foregoing; provided, however, that the indemnity
agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without the consent of such
Underwriter (which consent shall not be unreasonably withheld or delayed). Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of the Company
or such Underwriter, or any of their respective affiliates, directors, officers, or controlling
Persons and shall survive the transfer of such securities by the Seller Parent and such
Underwriter.



     3.3 Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder
of written notice of the commencement of any Action with respect to which a claim for
indemnification may be sought pursuant to this Article III, such Indemnified Party will, if a claim
in respect thereof is to be made against an indemnifying party, give prompt written notice to the
latter of the commencement of such Action; provided that the failure of the Indemnified
Party to give prompt notice as provided herein (i) shall not relieve the indemnifying party of its
obligations under this Article III, except to the extent that the indemnifying party is materially
prejudiced by such failure to give prompt notice, and (ii) shall not, in any event, relieve the
indemnifying party from any obligations which it may otherwise have to any Indemnified Party in
addition to any indemnification obligation provided in Sections 3.1 and 3.2. In case any such
Action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable
judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist
in respect of such Action, the indemnifying party will be entitled to participate in and to assume
the defense thereof (at its expense), jointly with any other indemnifying party similarly notified
to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and
after notice from the indemnifying party to such Indemnified Party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by the latter in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party will consent to entry of any
judgment or settle any Action which (i) does not include, as an unconditional term thereof, the
giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in
respect of such Action, and (ii) does not involve the imposition of equitable remedies or of any
obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified
Party, other than as a result of the imposition of financial obligations for such Indemnified Party
will be indemnified hereunder.



     3.4 Contribution.



          (a) If the indemnification provided for in this Article III from the indemnifying party is
unavailable to or insufficient to fully hold harmless an Indemnified Party hereunder in respect of
any Action, losses, damages, liabilities, or expenses referred to herein, then the indemnifying
party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Action, losses, damages, liabilities, or
expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and such Indemnified Party in connection with the actions which resulted in such Action
losses, damages, liabilities, or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and such Indemnified Party shall be determined by
reference to, among other things, whether any action in





8









 







question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access
to information, and opportunity to correct or prevent such action. The amount paid or payable by a
party under this Section 3.4 as a result of the Action, losses, damages, liabilities, and expenses
referred to above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.




          (b) The parties hereto agree that it would not be just and equitable if contribution pursuant
to this Section 3.3 were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in Section 3.3(a) hereof.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.




     3.5 Other Indemnification. Indemnification similar to that specified in the preceding
provisions of this Article III (with appropriate modifications) shall be given by the Company, on
the one hand, and any Underwriters, on the other hand, with respect to any required registration or
other qualification of securities under any federal or state law or regulation or governmental
authority other than the Securities Act.



     3.6 Non-Exclusivity. The obligations of the Parties under this Article III shall be in
addition to any liability which any Party may otherwise have to any other Party.



ARTICLE IV

SELECTION OF UNDERWRITERS




     4.1 Selection of Underwriters. The Underwriters, if selected, shall be selected by the
Company, subject to consultation with and the approval of the Holders, which approval shall not be
unreasonably withheld or delayed. In that event, (i) all of the representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of such Underwriters
shall also be made to and for the benefit of Seller Parent and the Holders of Registrable
Securities, (ii) that any or all of the conditions precedent to the obligations of such
Underwriters under such underwriting agreement shall be conditions precedent to the obligations of
Seller Parent and the Holders of Registrable Securities, and (iii) that no Holder shall be required
to make any representations or warranties to or agreements with the Company or the Underwriters
other than representations, warranties or agreements regarding such Holder, the Registrable
Securities of such Holder and any other representations customarily required or required by law.
Subject to the foregoing, all Holders proposing to distribute Registrable Securities through such
underwritten offering shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters, including representations, warranties, covenants and indemnification
customarily received by “bulge-bracket” New York based investment banks in New York law
Underwriting Agreements for U.S. registered offerings of common shares.



ARTICLE V

MISCELLANEOUS




     5.1 Termination. The registration rights set forth in this Agreement will terminate upon
the earliest to occur of the date upon which there shall be no Registrable Securities as described
in the definition of Registrable Securities.



9









 





     5.2 Amendments; Waivers.



          (a) No failure or delay on the part of any Party in exercising any right, power, or privilege
hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other right, power, or
privilege.




          (b) Any provision of this Agreement may be amended or waived if, but only if, such amendment
or waiver is in writing and signed by all Parties.




     5.3 Successors and Assigns.



          (a) All the terms and provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the Parties and the successors and assigns of each Party, whether
so expressed or not. None of the Parties may assign any of its rights or obligations hereunder, in
whole or in part, by operation of law or otherwise, without the prior written consent of the other
Parties, and any such assignment without such prior written consent shall be null and void;
provided, however, that all or any portion of the rights of each Holder under this
Agreement are transferable to each transferee of such Holder to whom the transferor transfers
Registrable Securities and each transferee of such Holder agrees to be bound by and to perform all
of the terms and provisions required by this Agreement.




     5.4 Notices. All notices and communications hereunder shall be deemed to have been
duly given and made if in writing and if served by personal delivery upon the party for whom it is
intended, or if delivered by registered or certified mail, return receipt requested, or if sent by
telecopier or email in each case, to the Person at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by such Person:




	 	(a)	 	if to the Company, to:
	 
	 	 	 	TTM Technologies, Inc.

2630 South Harbor Blvd.

Santa Ana, California 92704

Telephone: (714) 327-3048

Facsimile: (714) 432-7234

Email: kalder@ttmtech.com

Attention: Kent Alder
	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Greenberg Traurig, LLP

2375 East Camelback Road

Suite 700

Phoenix, Arizona 85016

Telephone: (602) 445-8000

Facsimile: (602) 445-8100

E-mail: kaplanm@gtlaw.com

Attention: Michael L. Kaplan, Esq.




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	 	(b)	 	if to the Seller Parent, Seller or Holder, to:
	 
	 	 	 	Meadville Holdings Limited

No. 4 Dai Shun Street,

Tai Po Industrial Estate,

Tai Po, New Territories,

Hong Kong

Telephone: +852-2660-3120

Facsimile: +852-2660-1908

E-mail: canice.chung@meadvillegroup.com

Attention: Canice Chung
	 
	 	 	 	With copies (which shall not constitute notice) to:
	 
	 	 	 	Telephone: +852-2660-1978

Facsimile: +852-2660-1908

E-mail: tom.tang@meadvillegroup.com

             mai.tang@meadvillegroup.com

Attention: Mr. Tang Chung Yen, Tom

                    Ms. Tang Ying Ming, Mai
	 
	 	 	 	Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: +852-3740-4700

Facsimile: +852-3740-4727

E-mail: Jonathan.stone@skadden.com

Attention: Jonathan Stone




The failure to provide notice in accordance with the required timing, if any, set forth herein
shall affect the rights of the party providing such notice only to the extent that such delay
actually prejudices the rights of the party receiving such notice.




     5.5 Headings. The headings in this Agreement are for convenience of reference only and
will not control or affect the meaning or construction of any provisions hereof.



     5.6 Severability. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof. If any provision of this Agreement, or the application thereof to any
Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision
shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the
intent and purpose of such invalid or unenforceable provision and (b) the remainder of this
Agreement and the application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application thereof, in any other
jurisdiction.



     5.7 Counterparts. This Agreement may be executed in any number of counterparts
(including by facsimile), each of which will be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.



11









 





     5.8 Entire Agreement. This Agreement, together with the agreements referred to herein, is
intended by the parties to be a complete and exclusive statement of the agreement and understanding
of the parties hereto in respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. This Agreement supersedes all
prior agreements and undertakings among the parties with respect to such registration rights.



     5.9 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.



     (a) THIS AGREEMENT, THE LEGAL RELATIONSHIP BETWEEN THE PARTIES AND THE ADJUDICATION AND THE
ENFORCEMENT HEREOF AND THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL, SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION, WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAW RULES AND PRINCIPLES THEREOF.



          (b) Each Party to this Agreement, by its execution hereof, hereby:




               (i) irrevocably and unconditionally submits to the exclusive jurisdiction in the Court of
Chancery of the State of Delaware or any court of the United States located in the State of
Delaware, for the purpose of any and all actions, suits or proceedings arising in whole or in part
out of, related to, based upon or in connection with this Agreement or the subject matter hereof;



               (ii) waives to the extent not prohibited by applicable law, and agrees not to assert, by way
of motion, as a defense or otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that any such action brought in one of the above-named courts should
be dismissed on grounds of forum non conveniens, should be transferred to any court other than one
of the above-named courts, or should be stayed by reason of the pendency of some other proceeding
in any other court other than one of the above-named courts, or that this Agreement or the subject
matter hereof may not be enforced in or by such court, and



               (iii) agrees not to commence any such action other than before one of the above-named courts
nor to make any motion or take any other action seeking or intending to cause the transfer or
removal of any such action to any court other than one of the above-named courts whether on the
grounds of forum non conveniens or otherwise.



          (c) The Seller Parent and Seller hereby irrevocably and unconditionally designate, appoint,
and empower The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, as their respective designee, appointee, and agent to receive, accept
and acknowledge for and on their behalf service of any and all legal process, summons, notices, and
documents that may be served in any action, suit, or proceeding brought against Seller Parent or
Seller, as applicable,, in any such United States federal or state court with respect to their
obligations, liabilities, or any other matter arising out of or in connection with this Agreement
and that may be made on such designee, appointee, and agent in accordance with legal procedures
prescribed for such courts. If for any reason such designee, appointee, and agent hereunder shall
cease to be available to act as such, Seller Parent and Seller each hereby agree to designate a new
designee, appointee, and agent in the State of Delaware on the terms and for the purposes of this
Section 5.9 reasonably satisfactory to the Company. Each of Seller Parent and Seller further
hereby irrevocably consent and agree to the service of any and all legal process, summons, notices,
and documents in any such action, suit or proceeding against Seller Parent and Seller by serving a
copy thereof upon the relevant agent for service of process referred to in




12









 







this Section 5.9 (whether or not the appointment of such agent shall for any reason prove to
be ineffective or such agent shall accept or acknowledge such service) or by sending copies thereof
by a recognized next day courier service to Seller Parent and Seller, as applicable, at their
address specified in or designated pursuant to this Agreement. Each of Seller Parent and Seller
agree that the failure of any such designee, appointee and agent to give any notice of such service
to them shall not impair or affect in any way the validity of such service or any judgment rendered
in any action or proceeding based thereon.




          (d) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION UNDER THIS SECTION 5.9. THE PARTIES HERETO AGREE THAT ANY OR ALL OF THEM MAY
FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND
BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY COURT
ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM THAT IS PERMITTED UNDER THIS SECTION 5.9 SHALL INSTEAD
BE TRIED IN A DELAWARE COURT BY A JUDGE SITTING WITHOUT A JURY.




     5.10 Specific Performance; Injunctive Relief. The parties hereby acknowledge and agree
that the failure of any Party to perform its agreements and covenants hereunder, including its
failure to take all actions as are necessary on its part to the consummation of the transactions
contemplated hereby, will cause irreparable injury to the other Parties, for which damages, even if
available, will not be an adequate remedy. Accordingly, each Party hereby consents to the issuance
of injunctive relief by any court of competent jurisdiction to compel performance of such Party’s
obligations, to prevent breaches of this Agreement by such Party and to the granting by any court
of the remedy of specific performance of such Party’s obligations hereunder, without bond or other
security being required, in addition to any other remedy to which any Party is entitled at law or
in equity. Each Party irrevocably waives any defenses based on adequacy of any other remedy,
whether at law or in equity, that might be asserted as a bar to the remedy of specific performance
of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any
Party.



     5.11 Interpretation.



          (a) The words “hereof,” “herein,” and “herewith” and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement, and article, section, paragraph, exhibit, and schedule references are
to the articles, sections, paragraphs, exhibits, and schedules of this Agreement unless otherwise
specified. Whenever the words “include,” “includes,” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.” All terms defined in this
Agreement shall have the defined meanings contained herein when used in any certificate or other
document made or delivered pursuant hereto unless otherwise defined therein. The definitions
contained in this Agreement are applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of such terms. In this
Agreement, all references to “$” are to United States dollars. Any agreement, instrument,
or statute defined or referred to herein or in any agreement or instrument that is referred to
herein means such agreement, instrument, or statute as from time to time, amended, qualified, or
supplemented, including (in the case of agreements and instruments) by waiver or consent and (in
the case of statutes) by succession of comparable successor statutes and all attachments thereto
and instruments incorporated therein. References to a Person are also to its permitted successors
and assigns.




          (b) The Parties have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall




13









 







be construed as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this
Agreement.




[Signature pages follow.]




14









 








     IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be duly executed on its behalf as of the date first written above.



	 	 	 	 	 
	 	TTM TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ KENTON K. ALDER
	 
	 	 	Name:  	Kenton K. Alder 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	MEADVILLE HOLDINGS LIMITED

 	 
	 	By:  	/s/
TANG CHUNG YEN, TOM	 
	 	 	Name:  	Tang Chung Yen, Tom	 
	 	 	Title:  	Director	 
	 
	 	MTG INVESTMENT (BVI) LIMITED

 	 
	 	By:  	CHUNG
TAI KEUNG, CANICE	 
	 	 	Name:  	Chung Tai Keung, Canice	 
	 	 	Title:  	Director	 
	 




15









 








Exhibit A




PLAN OF DISTRIBUTION



The TTM Shares issued to Meadville in the PCB Combination may be, subject to the election of the
holders of Meadville shares, (i) distributed by Meadville to holders of Meadville shares or (ii)
sold by Meadville or purchasers, transferees, donees, pledgees or other successors in interest,
directly or through brokers, dealers, agents or underwriters who may receive compensation in the
form of discounts, commissions or similar selling expenses paid by us, by Meadville or its
affiliates, or by a purchaser of the TTM shares on whose behalf such broker-dealer may act as
agent. Sales and transfers of the TTM shares may be effected from time to time in one or more
transactions, in private or public transactions, on the Nasdaq Global Market, in the
over-the-counter market, in negotiated transactions or otherwise, at a fixed price or prices that
may be changed, at market prices prevailing at the time of sale, at negotiated prices, without
consideration or by any other legally available means. Any or all of the TTM shares may be sold
from time to time by means of:





	•	 	a sale to one or more underwriters for resale to the public or to institutional investors
in one or more transactions;
	 
	•	 	a block trade, in which Meadville or a broker or dealer attempts to sell the TTM shares as
agent but may position and resell a portion of the TTM shares as principal to facilitate the
transaction;
	 
	•	 	purchases by a broker or dealer as principal and the subsequent sale by such broker or
dealer for its account pursuant to this prospectus;
	 
	•	 	ordinary brokerage transactions (which may include long or short sales) and transactions in
which the broker solicits purchasers;
	 
	•	 	the writing (sale) of put or call options on the TTM shares;
	 
	•	 	the pledging of the TTM Shares as collateral to secure loans, credit or other financing
arrangements and subsequent foreclosure, the disposition of the TTM shares by the lender
thereunder;
	 
	•	 	an exchange distribution in accordance with the rules of the applicable stock exchange;
	 
	•	 	privately negotiated transactions;
	 
	•	 	settlement of short sales entered into after the date of this prospectus;
	 
	•	 	a combination of any such methods of sale; and
	 
	•	 	any other legally available means.




Meadville and any broker-dealers who participate in the distribution of the TTM shares may be
deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act and any
discounts, commissions or similar selling expenses they receive and any profit on the TTM shares
acquired by them may be deemed to be underwriting commissions or discounts under the Securities
Act.



The TTM shares covered by this prospectus may become qualified for sale under Section 4(1) of the
Securities Act or Rules 144 or 145 promulgated thereunder, whereupon they may be sold pursuant to
such provisions rather than pursuant to this prospectus.





A-1